NAVIENT CORP — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2016-02-18

Reporting Person: KANE JOHN M (EVP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	F	1628	$10.13	Disposed	267287.8776	Direct
2016-02-18	Common Stock	F	1329	$10.13	Disposed	265958.8776	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7350.9595	Indirect

Footnotes

F1: As previously reported, on February 18, 2015, Mr. Kane was granted 14,923 vested restricted stock units ("RSUs") under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, subject to transfer restrictions which lapse in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2016, 4,751 shares of such RSUs were settled and an additional 203 shares were issued to Mr. Kane upon the delivery of the related dividend equivalent rights. In connection with this settlement, 1,628 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.

F2: As previously reported, on February 18, 2015, Mr. Kane was granted 10,854 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On February 18, 2016, 3,618 shares of such RSUs were settled and an additional 155 shares were issued to Mr. Kane upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,329 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy Mr. Kane's tax withholding obligations.

F3: Between February 5, 2016, and February 18, 2016 Mr. Kane acquired 0.7702 share equivalents of Navient common stock under the Navient 401(k) Plan. The information in this report is based on the reporting person's actual account balance as of February 18, 2016.